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Core & Main, Inc.

For the period ended Feb 1, 2026. Filed May 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 1, 2026 · Filed May 7, 2026

CNM$45.97-2.1%Stored close · as of Nov 6, 2026
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Contents

CORE & MAIN402026 PROXY STATEMENT

CORE & MAIN402026 PROXY STATEMENT

Option Exercises and Stock Vested Table

The following table provides information about options exercised by our NEOs during fiscal 2025 and RSUs and common units in Management Feeder held by our NEOs that vested during fiscal 2025.

OPTION AWARDS · STOCK AWARDS
NAMENUMBER OF SHARES ACQUIRED ON EXERCISE (#)VALUE REALIZED ON EXERCISE ($) (1)NUMBER OF SHARES ACQUIRED ON VESTING (#)VALUE REALIZED ON VESTING ($) (2)
Mark R. Witkowski——7,966373,326
Stephen O. LeClair125,0005,166,28730,7831,442,929
Robyn L. Bradbury(3)——38,8731,810,654
Bradford A. Cowles——6,141287,855
Michael G. Huebert——5,878363,714
Mark G. Whittenburg——4,311201,986

(1)Calculated based on the “spread value” of the exercised options using a price per share on the exercise date.

(2)The value realized on the vesting of RSUs and common units in Management Feeder, calculated by multiplying the number of RSUs or common units in Management Feeder vesting by the closing price of our Class A common stock on the applicable vesting date.

(3)Reflects the vesting of 1,977 RSUs and 36,896 common units in Management Feeder during fiscal 2025 for Ms. Bradbury.

Potential Payments Upon Termination or Change-in-Control

We have entered into employment arrangements that, by their terms, will require us to provide compensation and other benefits to certain of our NEOs if their employment terminates or they resign under specified circumstances. Vesting of awards granted under our Omnibus Incentive Plan is also subject to acceleration in certain circumstances, including a grantee’s termination as a result of death or disability, or a Qualifying Retirement. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2025.”

The following discussion summarizes the potential payments upon a termination of employment in various circumstances. The amounts discussed apply the assumptions that employment terminated on February 1, 2026 or that a change in control occurred on February 1, 2026, taking into consideration the applicable employment agreement in effect as of February 1, 2026 and notwithstanding that Messrs. LeClair and Whittenburg each retired effective April 1, 2026. See “Narrative Disclosure to Summary Compensation Table and Grant Plan-Based Awards Table-Employment Agreements” above for a description of the NEOs’ respective employment agreements effective during fiscal 2025.

Estimated Benefits upon Termination without “Cause” or Resignation due to a “Change in Employment”

Upon termination without “cause” or resignation due to a “change in employment” or “good reason,” as applicable, each NEO is entitled to contractual severance benefits payable on termination plus payment of COBRA premium costs, as quantified in the table below.

NAMESALARY (OTHER THAN ACCRUED AMOUNTS) ($)(1)BONUS ($)COBRA BENEFIT PAYMENT ($)(2)TOTAL ($)
Mark R. Witkowski1,650,0002,062,5007,5103,720,010
Robyn L. Bradbury500,000375,00032,314907,314
Stephen O. LeClair (3)155,8331,262,25025,4691,443,552
Bradford A. Cowles570,000427,50025,4691,022,969
Michael G. Huebert475,000——475,000
Mark G. Whittenburg (4)505,000378,75013,230896,980

(1)Based on salary in effect as of February 1, 2026.

(2)Payment of the COBRA benefit payment will cease in the event that an executive becomes eligible for health benefits coverage from a subsequent employer.

(3)Mr. LeClair retired from the Company and the Board effective April 1, 2026. In connection with his retirement and notwithstanding the amounts stated in the table above, Mr. LeClair did not receive any severance benefits upon termination of his employment.

(4)Mr. Whittenburg retired from the Company effective April 1, 2026. In connection with his retirement and notwithstanding the amounts stated in the table above, Mr. Whittenburg and the Company entered into a Mutual Confidential Retirement and Release Agreement, pursuant to which Mr. Whittenburg received a lump sum payment equal to $206,632, in lieu of any other payments in respect of his employment agreement or otherwise.

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